Listening to Fear

The Summers women are at the hospital when the doctor informs Joyce she'll have surgery in two days. The rest of the gang does their best to patrol and rid Sunnydale of a few more un-dead residents. Meanwhile, Riley allows a female vampire to feed from him. The next day, Willow brings gifts to Joyce, Buffy, and Dawn. With the brain tumor, Joyce has unusual outbursts. On the way out, a mental patient points out that there is nothing inside Dawn.

Willow and Tara camp out on the roof of a building and watch the stars. A large object crashes down in Sunnydale. The crazy man, who has been released from the hospital, is walking through the forest when a creature attacks him. At the hospital, the creature climbs along the ceiling, undetected. Buffy and Joyce talk the doctor into letting Joyce go home until her operation.

The gang finds the location of the crash and the dead body of the released hospital patient. While everyone else go to find help, Riley calls Graham. He later advises the military officers who answer the call on how to deal with the situation. At the hospital, one patient is attacked by the demon. Buffy's mom continues to act strangely and say things she doesn't mean to say. Dawn is hurt when Joyce calls her a "thing", but Buffy comforts her and tells her to ignore those

The gang finds that a Queller demon has been summoned to kill crazy people. Joyce lays in her bed, talking to the ceiling until we see that she is actually talking to one of the Queller demons. In the kitchen, Buffy washes dishes until she suddenly breaks down into tears. The demon spits its slime onto Joyce and Dawn comes to the rescue. Although Buffy is crying, she eventually hears Dawn's scream and goes after the demon. Buffy finds Spike stealing pictures from her basement, but can't yell at him as the demon attacks again.

Ben gets into his car at the hospital and Dreg is waiting in the backseat. Ben reveals that he summoned the Queller, to clean up Glory's mess. Joyce asks Buffy about Dawn and Buffy tells her the truth about Dawn. Joyce asks Buffy to take care of Dawn in case anything happens in the surgery. While her daughters and the rest of the Scooby Gang watch on, Joyce is wheeled off to surgery.